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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cabot Industrial Properties, L.P.
(Exact name of registrant as specified in its charter)
Delaware 04-3397874
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Two Center Plaza, Suite 200, Boston, Massachusetts 02108
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to Section 12(b) pursuant to Section 12(g) of the
of the Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [_]
Securities Act registration statement file number to which this form relates:
File No. 333-7185
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Titles of each class Name of each exchange on which
to be so registered each class is to be registered
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7.125% Redeemable Notes due 2004 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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The material set forth in the preliminary Prospectus Supplement and in the
section heading titled "Description of Debt Securities" in the Prospectus, each
forming a part of the Registration Statement on Form S-3 (File No. 333-71585) of
Cabot Industrial Properties, L.P. ("Cabot L.P.") and Cabot Industrial Trust
("Cabot Trust"), originally filed on February 1, 1999, as amended, with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), is incorporated herein by reference.
Any such description included in a form of prospectus subsequently filed by
Cabot L.P. and Cabot Trust pursuant to Rule 424(b) under the Securities Act
shall be deemed to be incorporated herein by reference. The Prospectus
Supplement filed on April 30, 1999 by Cabot L.P. and Cabot Trust with the
Commission pursuant to Rule 424(b) under the Securities Act also is incorporated
herein by reference.
Item 2. Exhibits.
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1. Second Amended and Restated Agreement of Limited Partnership
of Cabot L.P., dated February 4, 1998 (incorporated by
reference to Exhibit 3.5 to Cabot Trust's Registration
Statement on Form S-11, File No. 333-38383)
2. Form of Indenture to be entered into among Cabot L.P., Cabot
Trust and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.11 to the Registration Statement on
Form S-3, File No. 333-71585, of Cabot L.P. and Cabot Trust)
3. Form of Supplemental Indenture (incorporated by reference to
Exhibit 99.2 to the Current Report on Form 8-K of Cabot L.P.
and Cabot Trust filed on April 29, 1999).
4. Form of Cabot L.P.'s 7.125% Redeemable Note due 2004
(incorporated by reference to Exhibit A to Exhibit 3).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
CABOT INDUSTRIAL PROPERTIES, L.P.
By: Cabot Industrial Trust, as general partner
Date: April 30, 1999 By: /s/ Neil E. Waisnor
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Neil E. Waisnor,
Senior Vice President
